3

Table of Contents

Disclaimer ........................................................................................................................................5

Summary of the Terms of the Offering ................................................................................7

Historical Financial Summary ................................................................................................11

Financial Projections .................................................................................................................11

Background of Cellcom ...........................................................................................................14

African Telecommunications Market ...................................................................................16

Additional Information .............................................................................................................18

Exhibits

A – Cellular Phone Benefits

B – Director Biographies

C – Risk Factors

D – Instructions for Execution of Subscription Documents

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5

DISCLAIMER

The information in this Investment Guide (the “Guide”) has been prepared by Cellcom Telecommunications, Inc. (“Cellcom”). This Guide is being furnished to a limited number of parties who have expressed an interest in purchasing Convertible Debentures of Cellcom (“Convertible Debentures” or the “Opportunity”). It is being furnished solely to assist the recipient in deciding whether to proceed with further analysis of the Opportunity. In furnishing this information, Cellcom reserves the right to amend or replace the information at any time, and undertakes no obligation to provide the recipient with access to any additional information. Nothing in this Guide is, or should be relied upon as, a promise or representation of the future. This Guide may not be distributed, reproduced or used without the consent of Cellcom or for any purpose other than the evaluation of the Opportunity by the person to whom this Guide is delivered.

The information contained herein has been prepared to assist interested parties in making their own evaluation of the Opportunity and does not purport to contain all the information that such interested parties may desire. In all cases, interested parties should conduct their own investigation and analysis of the Opportunity. Additional documents pertinent to the Opportunity are available upon request at Cellcom’s headquarters in Monrovia, Liberia. Cellcom makes no representation or warranty, express or implied, as to the accuracy or completeness of this Guide or the information contained herein and neither Cellcom nor any of its employees, officers, directors and/or shareholders shall have any liability for the information contained in, or any omissions from, this Guide.

Each person should make his own independent assessment of the merits of the Opportunity and should consult his own professional advisors. This Guide contains certain statements, estimates and projections provided by Cellcom with respect to the anticipated future performance of Cellcom’s operations as part of the Opportunity. These statements were prepared based upon certain assumptions and management’s analysis of information available at the time this Guide was prepared and may or may not prove to be correct. There is no representation, warranty or assurance of any kind, expressed or implied, that the projections will be realized. The actual results could vary from the projections contained herein, and such variations that may arise could be material.

By accepting this Guide, the recipient acknowledges and agrees that he will not distribute or reproduce the Guide in whole or in part and will use this Guide solely for the purpose of evaluating the Opportunity, and that the recipient will not disclose to any third party that this Guide has been provided or that Cellcom is considering a transaction. Reproduction of the Guide is strictly prohibited.This Guide constitutes an offer only to the person to whom it has been delivered by Cellcom. The Convertible Debentures have not been registered under the securities laws of any jurisdiction or approved by any securities commission, stock exchange or other authority. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE CONVERTIBLE DEBENTURES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.

This offering is subject to withdrawal, cancellation or modification by Cellcom without notice. Cellcom reserves the right, in its sole and absolute discretion, to reject any subscription in whole or in part for any reason or to accept less than the number of Convertible Debentures subscribed for. This Guide in certain contexts assumes the sale of all of the Convertible Debentures offered hereunder. However, this is a “best‑efforts” offering and there is no assurance that any of the Convertible Debentures offered by this Guide will be sold.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THAT CONTAINED IN THIS GUIDE IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED

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UPON AS HAVING BEEN AUTHORIZED BY CELLCOM. THIS GUIDE SUPERSEDES, RESTATES AND REPLACES ANY AND ALL PRIOR OFFERING DOCUMENTATION PROVIDED BY CELLCOM AND ANY AFFILIATES THEREOF IN CONNECTION WITH THE OFFER OR SALE OF THE CONVERTIBLE DEBENTURES.

This Guide contains summaries believed by Cellcom to be accurate with respect to the terms of certain documents, but subscribers should refer to the actual documents (copies of which will be made available to prospective offerees upon request) for complete information concerning the rights and obligations of the parties thereto, and all such summaries are qualified in their entirety by the contents of such documents.

It is expected that prospective investors will make their own investigations and evaluations of the investment offered hereby. Prospective purchasers of the Convertible Debentures should not construe the contents of this Guide or any prior or subsequent communications from Cellcom, or any of their respective agents or representatives, as legal, tax, and/or investment advice. EACH OFFEREE SHOULD CONSULT HIS, HER OR ITS OWN LEGAL COUNSEL, ACCOUNTANT, AND/OR OTHER PROFESSIONAL ADVISOR AS TO LEGAL, TAX, INVESTMENT, ACCOUNTING, SECURITIES AND/OR RELATED MATTERS CONCERNING AN INVESTMENT IN CELLCOM.

7

Summary of the Terms of the Offering

Cellcom Telecommunications, Inc., a Liberian corporation formed on October 30, 2003 (“Cellcom” or the “Company”), is offering (the “Offering”) up to 500,000 Convertible Debentures (the “Debentures” or “Convertible Debentures”) at a price of US$10 per unit. This Offering is intended, in part, to enable Liberians to participate in “the ownership, control and management of communications companies and organizations,” an objective set forth in the Republic of Liberia’s Telecommunications Act of 2007. A summary of the terms of the Offering is as follows:

Issuer: Cellcom Telecommunications, Inc., a Liberian corporation formed on October 30, 2003, for the purpose of developing and operating a cellular telephone network in Liberia.

Amount to be Raised: Up to US$5 million. The minimum investment is US$10 per unit.

Purpose of the Offering: This Offering is being undertaken to expand Cellcom’s cellular network and customer base, fund capital improvements, increase Cellcom’s market penetration and otherwise take advantage of growing cellular telephone‑related opportunities in the Liberian market.

Purchase Price: The per unit purchase price (the “Issue Price”) of the Convertible Debentures is US$10.

Closings: The Offering will be conducted in one or more closings with a final closing to be completed no later than January 15, 2010 unless extended by the Board of Directors of Cellcom (“Closing”).

Interest Rate: In each year, the Debentures will bear interest at a rate equal to the greater of a guaranteed rate of 10% per annum, payable semi‑annually, or the amount of any dividends payable in such year on the Common Stock into which such Debentures are convertible. In no event, however, will the rate of return on the Debentures exceed 35% per annum of the Issue Price.

Payment of Interest: Interest shall be paid by (a) cash at the headquarters of Cellcom, (b) transfer to a local bank, or (c) transfer into the Debentureholder’s cellphone.

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Redemption Right: The Debentures shall be due and payable in full on the fifth anniversary of the Closing (the “Maturity Date”). Each Debentureholder shall have the right to require that Cellcom repay the Debentures in full on the fifth (5th) anniversary of Closing by (a) paying the Issue Price plus accrued but unpaid interest in cash (the “Redemption Option”), or (b) requiring that Cellcom convert all principal on its Debentures into Common Stock at a price per share which values Cellcom’s equity on a fully‑diluted basis before issuance of the Debentures at $100 million (the “Conversion Option”). No later than thirty (30) days prior to the Maturity Date, Payor shall send written notice to Holder (at the address provided by Holder on the subscription date or as updated in writing to Cellcom) or by publication in a minimum of 2 newspapers requesting Holder to indicate whether Holder elects the Redemption Option or the Conversion Option. In the event that Payor has received no response from Holder by the Maturity Date, Payor is authorized to make such election on behalf of Holder.

Cellcom currently has 1,000 authorized shares of Common Stock, no par value, of which 100 shares are issued and outstanding to Cellcom Telecommunications Limited, a British Virgin Islands corporation (“Cellcom Telecommunications”). Cellcom Telecommunications is indirectly owned by, among others, Cellcom (USA) LLC, Emerging Capital Partners and Dialogue Limited.

To facilitate the Conversion Option, prior to the Maturity Date (as defined below), Cellcom shall effect a stock split under which each outstanding share of Common Stock shall be converted into 2,000,000 shares of Common Stock (or a total of 200,000,000 shares based on the 100 shares currently outstanding) (the “Stock Split”). In connection with the Stock Split, Cellcom shall increase its total authorized Common Stock to 300,000,000 shares. Following this increase, in the event the Conversion Option is elected, each US$10 of the Debenture to be converted shall be convertible into 20 shares of Common Stock, as the same may be adjusted for subsequent stock splits and recapitalizations. The shares shall be issued in registered form.It is anticipated that at the time of the Stock Split, the terms of the Common Stock will be amended to provide that in the event the directors and the holders of a majority of the voting shares of Cellcom vote in favor of a sale transaction involving Cellcom, then all holders of Common Stock shall vote in favor of or participate in such transaction and shall be deemed to have authorized Cellcom to carry out the transaction.

Debentureholder Benefits: Each purchaser of Convertible Debentures who meets the requirements described in Exhibit A will receive the cellular telephone benefits as per the terms described in Exhibit A of this Guide (the “Cellular Phone Benefits”). These benefits will be available beginning on the date of confirmed purchase.

9

Additional Provisions: At any time after the first (1st) anniversary of Closing or upon a direct or indirect sale of Cellcom, Cellcom shall have the right to redeem the Debentures for an amount equal to the Issue Price plus all then accrued but unpaid interest on the Issue Price, plus an amount equal to 10% of the Issue Price.

All transactions relating to the Debentures will be in US Dollars.

Transfer Agent; Procedures: Cellcom shall serve as transfer agent and registrar for the Convertible Debentures. After August 30, 2010, transfer of the Debentures will be permitted with an anticipated processing period of thirty (30) days. There will be an administrative charge payable with respect to each trade.

How to subscribe: See Exhibit D, attached hereto.

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Inquiries: Inquiries concerning the Debentures should be directed to

077 555 777 or:

Mr. Avi Zaidenberg

Cellcom Telecommunications, Inc.Haile Selassie AvenueCapitol Bye‑PassMonroviaLiberia(231) 7 777‑7666(224) 6 777‑7666

Mr. Avishai Marziano

Cellcom Telecommunications, Inc.Haile Selassie AvenueCapitol Bye‑PassMonroviaLiberia(231) 7 777‑7667

Mr. Monish Chadha

Cellcom Telecommunications, Inc.Haile Selassie AvenueCapitol Bye‑PassMonroviaLiberia(231) 7 777‑7740

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Historical Financial Summary

The following table summarizes the financial data for Cellcom’s business.

$ (millions) 2004 2005 2006 2007 2008

Subs (000) 11 100 183 261 331

Implied ARPU($) ‑ 12.6 10.5 8.8 7.0

Gross Revenue 1 10 19 24 25

Earnings before interest, taxes, depreciation and amortization (EBIDTA)

(1) 3 7 9 7

Margin (%) ‑ 29 37 37 28

Financial Projections

The following table summarizes the financial projections prepared by Cellcom’s management for Cellcom’s business from 2009 to 2013.

$ (millions) 2009E 2010E 2011E 2012E 2013E

Subs (000) 387 490 599 711 826

Implied ARPU($) 6.9 6.9 6.7 6.6 6.6

Gross Revenue 30 36 44 52 61

growth (%) 19 22 21 19 17

Earnings before interest, taxes, depreciation and amortization (EBIDTA)

8 12 17 22 27

margin (%) 27 34 39 42 45

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Directors: Chairman: Avi Zaidenberg

Directors: Clavenda Bright-Parker Bryce Fort G. Pewu Subah David K. Vinton

See Exhibit B, attached hereto, for biographies of Cellcom’s directors.

Registered Office: Haile Selassie Avenue Capitol Bye‑Pass Monrovia Liberia

Advisors to Cellcom Telecommunications, Inc.

Sherman & ShermanR. Fole Sherman Law Building17th Street & Chessman Avenue1000 Monrovia 10 SinkorLiberia

Pierre Tweh & Associates Counsellors & Attorneys at Law Palm Hotel Building, Suite 201 Broad & Randall Streets P.O. Box 10‑2536 1000 Monrovia 10 Liberia

Accountants: Voscon IncorporatedCertified Public AccountantsFedEx Building80 Broad StreetMonrovia

Existing Lenders to Cellcom Telecommunications, Inc.

FirstRand Bank Limited1 Merchant PlaceCorner Fredman Drive & Rivonia RoadSandton 2196South Africa

Overseas Private Investment Corporation1100 New York Avenue NWWashington, D.C. 20527U.S.A.

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Existing Shareholders: Cellcom Telecommunications Limited (“Limited”)c/o Trident Trust CompanyTrident ChambersP.O. Box 146Road Town, TortolaBritish Virgin Islands

Limited includes the following shareholders:

Emerging Capital Partners2020 K Street NW, Suite 400Washington, D.C. 20006

Cellcom (USA) LLC900 17th Street NW, Suite 410Washington, D.C. 20006

Dialogue Limited34, Gregori Afxentiou AvenueCarithers Building, Block E, Office C6021 Larnaca, Cyprus

See Exhibit C, attached hereto.

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Background of Cellcom

Cellcom commenced operations as the fourth cellular telephone operator in Liberia in November 2004, after Lonestar, Libercell and Comium. At that time, SIM cards cost $65, the cost per minute of using a cell phone was $.60 for in‑country calls and $1.50 for out‑of‑country calls (both of which were rounded to a full minute of usage). Fixed land line telephones were available to less than 2% of the country’s population (and, if ordered, would take months to install), cellular phone coverage was in the three major population centers (covering approximately 40% of the population), and approximately 10% of the Liberian people used cell phones.

Cellcom’s entry into the market significantly changed the cellular telephone business in Liberia. Cellcom broke Lonestar’s monopoly by distributing SIM cards for free, charging $ .18 per minute for in‑country calls and an average of $ .25 per minute for out‑of‑country calls (both of which were charged based upon seconds of usage). Cellcom began selling cell phones for $20 per phone ($15 below Cellcom’s cost), eliminating SIM card expirations, tailoring call plans to serve different groups and, largely through its efforts, significantly increasing the use of cell phones by the more than 3.5 million Liberians. In addition, Cellcom brought internet broadband to Liberia at affordable prices.

As of the end of 2008, Cellcom had more than 700 employees, total revenues exceeding $25 million, and earnings before interest, taxes and depreciation of $7 million. The system has capacity to support 600,000 subscribers and can be upgraded to support over 1 million subscribers. The system covers 80% of Liberia’s population through its headquarters in Monrovia and 114 base stations located throughout the country. Cellcom’s Liberia coverage is illustrated as follows:

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To date, the existing owners of Cellcom have invested over $40 million (including retained earnings) into Cellcom’s cellular telephone system. Cellcom has translated a successful business model into operational excellence by offering:

A reliable, high quality network

• High capacity, high quality and long distance reception

• Capable of supporting premium services and customer segmentation

• Provided by leading equipment suppliers such as Ericsson and Nortel

• Aiming for full countrywide presence, not just in urban areas

• Focused on quickly securing presence in key cities followed by rural expansion

• Generator‑powered base stations to enable rural coverage

Differentiated value-added services

• Basic voice telephony services to pre‑paid and post‑paid customers based on GSM technology (operating in the 900MHz and 1800MHz bands) Value‑added services including GPRS/EDGE, SMS, voicemail, caller ID, call waiting, conference calling, call forwarding, group billing, virtual PABX, fax services, data services, Blackberry, mobile e‑mail, money transfer, e‑commerce and e‑banking

• Roaming agreements with 127 operators in 120 countries

Tailoring the right products and services to customers’ needs through segmentation

• Pre‑paid (vast majority of users): Cellcom sells SIM cards and prepaid airtime via recharge cards and electronic money transfer

• Post‑paid: mainly to businesses, government departments, NGOs and high net worth individuals

Focused marketing

• Targeted acquisition initiatives include: affordability, strong distribution network, customer care, call center operation, network coverage and capacity, frequent sales campaigns and dedicated sales team focused on attracting business customers

• Strong brand awareness achieved through aggressive advertising through billboards, radio, shop fronts, newspapers, brochures, SMS, special offers and raffles, and community involvement

Powerful sales and distribution network

• Sales of discounted SIM and scratch cards to booths and general retailers (such as supermarkets and fast food restaurants)

• Direct customer sales through the Cellcom’s headquarter shop and its self‑owned fleet of motorbikes

• Large number of points of sale (4,000 throughout Liberia)

Affordable handsets from leading manufacturers such as Motorola, Samsung and ZTE

• Imported directly from the manufacturers

• Attractive and low cost (approximately $30) and subsidized to boost subscriber uptake

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Tariff policy

• Pre‑paid tariff plans based on per‑second billing and no SIM card expiration

• Tailor‑made plans to serve different groups (businesses or families, for example)

It is estimated that 25% of the approximately 3.5 million Liberians use cell phones as of this date, and Cellcom’s management projects that 45% of Liberia’s population will use cell phones by 2013. This 45% projection is consistent with that expected in other African countries. Cellcom’s average revenue per user, the average amount paid by each customer per month (“ARPU”), is currently $7. For purposes of the projections in this Investment Guide, Cellcom’s management has assumed ARPU from 2009 to 2013 ranging from $6.9 to $6.6.

African Telecommunications Market

Over the past several years, the cellular telephone business in Liberia specifically, and Africa generally, has enjoyed extraordinary growth. As of the end of 2008, Africa had the highest annual cellular telephone growth rate globally, more than doubling its subscriber base between 2005 and 2008. Liberia’s current penetration of 25% is on the low end of the scale for Africa. Algeria, Botswana, Libya and South Africa – with approximately 100% penetration – demonstrate potential for the remainder of the continent.

Total = $1,133 billionSource: Gartner, December 2008

Market shares 2012E

Global mobile revenues

Total = $875 billion

Market shares 2008E

Eastern Europe6.7%

Western Europe22.2%

Japan5.7%

Latin America

9.0%North

America20.7%

Asia / Pacif ic22.6%

Middle East6.2%

Africa7.0%

Eastern Europe7.2%

North America20.2%

Latin America

8.8%

Western Europe25.4%

Japan7.0%

Asia / Pacif ic20.1%

Middle East5.5%

Africa5.7%

100

300

500

700

900

'03A '04A '05A '06A '07A '08E '09E '10E '11E '12E

Western Europe Eastern Europe AfricaMiddle East North America Latin AmericaAsia/Pacific Japan

Note: 2003 rebased to 100Source: Gartner, December 2008

Global mobile penetration growth

Africa’s mobile market is poised to show substantial growth over the coming years, driven by high revenue growth and the second highest subscriber growth worldwide. Asia‑Pacific and Africa subscriber growth between 2008 and 2012 are estimated to be 13.3% and 12.5%, respectively.

17

606561

510

450

379

282

189

1287649

73.867.4

59.6

49.8

38.8

28.825.9

17.312.1

79.5

0

100

200

300

400

500

600

70020

03A

2004

A

2005

A

2006

A

2007

A

2008

E

2009

E

2010

E

2011

E

2012

E

Sub

scrib

ers

(mill

ions

)

0

10

20

30

40

50

60

70

80

90

Revenues (U

S$ billion)

Subscribers (LHS) Service revenue (RHS)

Key reasons for rapid spreadPoor fixed‑line infrastructure leading to significant pent up demand

Pre‑pay packages suits predominantly cash‑based economies and overcomes credit barriers

Improved macroeconomic conditions; GDP growth averaging 5 ‑ 6% for past decade

Lower installation costs and faster rollout than fixed line networks

Shorter payback period and lower deployment costs for networks and handsets

Greater ease of sharing mobile handsets compared to landline telephones

Mobile market evolution

2003-2008 CAGR: 50.5%, 32.7%

2008-2012 CAGR: 12.5%, 12.4%

Source: Gartner, December 2008

ARPU is expected to stabilize in West Africa over the next several years at $9. This amount is comparable to other emerging markets but much lower than developed countries.

37.9

12.6

12.5

20.9

52.5

15.4

10.4

50.3

20.0

37.2

12.5

12.0

21.5

52.9

15.1

9.6

48.4

18.7

0

10

20

30

40

50

60

Wes

tern

Eur

ope

Eas

tern

Eur

ope

Afri

ca

Mid

dle

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Nor

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acifi

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ide

AR

PU

(US

$)

2008E 2009E

23.5

23.2

21.2

11.5

11.4

11.7

12.0

12.513

.715.1

50.4%

29.6%

38.9%

55.4%58.7%

45.3%

20.3%

13.9%8.4%

5.5%

0

5

10

15

20

25

30

35

2003

A

2004

A

2005

A

2006

A

2007

A

2008

E

2009

E

2010

E

2011

E

2012

E

AR

PU

(US

$)

0%

10%

20%

30%

40%

50%

60%

70%

Penetration

ARPU (LHS) Penetration (RHS)Source: Gartner, December 2008(a) ARPU refers to CAGR for the period

Penetration refers to average change for the period

Source: Gartner, December 2008

2003-2008 (a): (11.8%), 6.7%

2008-2012 (a): (2.5%), 5.8%

ARPU development across Africa Comparative ARPU

Cellcom’s License

On April 24, 2009, the Liberia Telecommunications Authority (the “LTA”) extended Cellcom’s license to operate GSM frequencies 900MHz/1800MHz with a spectrum of 125 channels. The beginning date of the extension was June 1, 2009; the term is 15 years and expires in December 2025. To obtain the renewal, Cellcom paid $1,000,000 in April 2009, $1,500,000 in May 2009 and $500,000 in September 2009. It is thereafter required to pay $1.2 million per year for the next ten years. In addition, Cellcom is required to pay 1.5% of its annual gross margin from revenues generated from the licensed services as well as spectrum and radio frequency fees. Finally, Cellcom is required to notify the LTA prior to any change in equity holdings of 5% or more.

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Additional Information

Cellcom will afford offerees, their representatives and their advisors the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and to obtain any additional information (to the extent Cellcom possesses such information, can acquire it without unreasonable effort and expense, or can provide it without adverse consequences to its business) relating to the matters set forth in this Guide.

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EXHIBIT A

Cellular Phone Benefits

Platinum Package : Minimum Investment of $5000. Platinum investors will be served on their premises by a Senior Management Executive from Cellcom. Platinum investors will get 1 Free Cellcom Smartphone E811 and 1 EDGE Modem.

Gold Package: Minimum Investment of $2000. Gold investors can come to the Cellcom office or can request a Cellcom sales officer to come to their premises, and they will be served on a first come first serve basis. Gold investors will get 1 Free Cellcom Smartphone E811 and 1 Free FM Radio Color Mobile Phone Model S315.

Silver Package: Minimum Investment of $200. Silver Investor: 1 Free FM Radio Color Mobile Phone Model S315. The investor may purchase a Smartphone E811 for a subsidized price of US$230.

Bronze Package: Minimum Investment of $10.

Additional Benefits for Platinum, Gold and Silver package holders:

Cellcom Be-Special

• Recharge $15 (using any nominal scratch cards).

• To subscribe simply dial *715# and get:

• On‑NET – 150 minutes

• Cross‑NET – 40 minutes

• Free Air Time credit ‑ $5 in Wallet 1

• Free ON NET SMS

Cellcom Be-Valuable

• Recharge $30 (using any nominal scratch cards).

• To subscribe simply dial *730# and get:

• On‑NET – 375 minutes

• Cross‑NET – 90 minutes

• Free Air Time credit ‑ $10 USD in Wallet 1

• Free ON NET SMSIn

vest

or G

uid

e

Cellcom Be-Unlimited (Recharge $US 60)

• Recharge $60 (using any nominal scratch cards).

• To subscriber simply dial *760# and get:

• Free GSM internet and data service

• On‑NET – 500 minutes

• Cross‑NET – 100 minutes

• Free Air Time credit ‑ $10 USD in Wallet 1

• Free ON NET SMS

Expiry of all minutes is a rolling total of all accrued minutes to 30 days from the last scratch card recharge. The product may be modified or discontinued at the discretion of Cellcom at any time.

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EXHIBIT B

Director Biographies

AVI ZAIDENBERGMr. Zaidenberg serves as Chairman and Executive Managing Director of Cellcom. He is also the Managing Director of the Monrovia office of LISCR, LLC, the second‑largest shipping registry in the world, a position he has held for ten years.

CLAVENDA BRIGHT-PARKERMrs. Clavenda Bright‑Parker is Ambassador‑at‑large and Special Envoy appointed by President Ellen Johnson‑Sirleaf of Liberia. She started her career in Liberia as Deputy Chief Pharmacist with the National Public Health Service, now the Ministry of Health and Social Welfare. She has held the following positions in the past: Foundation President West African Pharmaceutical Federation, Foundation President Pharmaceutical Association of Liberia, Foundation Vice Chair Pharmacy Board of Liberia, Former Vice Chair of The Liberia Chamber of Commerce. She currently holds the following posts: Chair The COR Corporation, Member Ecobank (Liberia) Board of Directors. She is also Patron, Liberian International Development Foundation USA, Chair Measuagoon Inc, Chair Liberian Infrastructure Development Initiative Liberia, Member Executive Committee Unity Party, Member Board of West African School of Missions and National Assistant of AGLOW International, Liberia. She established Clave’s International Pharmacy in 1964 later incorporated and renamed Clave’s Pharmaceutical Inc, which grew to be the largest pharmaceutical wholesaler and chain in Liberia, representing many of the renowned pharmaceutical companies in Europe and the United States. Mrs. Bright‑Parker began her early education in Liberia at the St. Theresa Convent and completed High School at the College of West Africa. She matriculated to the University of Liberia and then on to the University of Michigan where she obtained her degree in Pharmacy in 1960. She returned to Liberia in 1961, and is the 3rd degree holding pharmacist and the first female pharmacist.

BRYCE FORTMr. Fort is a Managing Director and founding partner of Emerging Capital Partners (ECP). With six funds and over $1.6 billion under management, ECP is a leading private equity manager focused exclusively on Africa. ECP has six offices across Africa and a ten‑year track record of successful investment in companies operating in over 40 countries on the continent. Mr. Fort is responsible for identifying, analyzing and recommending investments, performing due diligence and leading transaction teams. He is also involved with operations and strategies related to the ECP management company.Mr. Fort received a bachelor’s degree (cum laude) in computer engineering with a minor in economics from Lehigh University. Prior to joining ECP, he worked for Deutsche Bank AG’s European Healthcare Corporate Finance Group. Mr. Fort currently sits on the boards of Cellcom’s parent company, Cellcom Telecommunications Limited, Wananchi Group Holdings and Falcon Gold Mines Ltd.

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G. PEWU SUBAHMr. Subah has worked as a private management consultant for more than 20 years. He has also had a long tenure in government service, including as Director of Staff for the Liberian Minister of Finance and as Deputy Minister of Finance for Expenditures and Debt Management. He is co‑founder and partner in Subah‑Bellah Associates, the leading Liberian consultancy, and has managed the firm on a full‑time basis since 1989.Mr. Subah earned degrees in public administration and economics from the University of Liberia and the University of Oregon.

DAVID K. VINTONMr. Vinton is an experienced banker with more than 20 years of experience in development, financial management, appraisal and program development. He has served in various senior capacities, including as Governor of the National Bank of Liberia and as Senior Project Analyst, General Manager and President of The Liberian Bank for Development and Management. He is also the founding member and President of The Magus Investment Corporation, an investment and consulting company.Mr. Vinton earned an MBA from the University of South Florida in 1976 and a BA in economics from the University of Liberia in 1972.

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EXHIBIT C

Risk Factors

Prior to investing in Cellcom, prospective investors should note that there are various risks relating to this investment, including, among others, Cellcom faces competition from other operators in the Liberian telecommunications sector; Cellcom’s historical operating results and growth do not predict future performance; system failure due to natural or man‑made disruptions could result in reduced user traffic and reduced revenues and could harm Cellcom’s reputation and results; political, economic and social developments in Liberia may adversely affect Cellcom; the price at which Debentures may be converted to Common Stock have been determined by Cellcom; and conversion of the Debentures shall be subject to any requisite consents of governmental authorities or other third parties.

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EXHIBIT D

Instructions for Execution of Subscription Documents

– PLEASE READ CAREFULLY –

Attached please find documents which must be executed to acquire Convertible Debentures of Convertible Debentures to be issued by Cellcom Telecommunications, Inc.

All documents should be completed in accordance with the instructions set forth below and returned to:

Mr. Avishai Marziano

Cellcom Telecommunications, Inc. Haile Selassie Avenue Capitol Bye‑Pass Monrovia Liberia (231) 7 777‑7667

Checks may be payable to “Cellcom Telecommunications, Inc.” Alternatively, funds may be wired to the Company. Please contact us for wiring instructions.

The procedure set forth below should be followed to assure proper execution of the documents. If you have any questions regarding subscription procedures or this Offering, please call Avi Zaidenberg at (231) 7 777‑7666, Monish Chadha at (231) 7 777‑7740, or Avishai Marziano at (231) 7 777‑7667.

1. Application Form Please complete all sections and sign where indicated.

2. Convertible Debenture Please complete all sections and sign where indicated.

3. Payment Please ensure that your payment is included with the Application Form and Convertible Debenture.

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Application Form

Cellcom Telecommunications, Inc.

Private Placement of

Convertible Debentures at

US$10 per unit

Payable in Full upon Application

Individual Applicants (to be completed in block capital letters) Usual signature/thumb print _________________ (if thumb print witnessed by) _____________________________ Last Name _______________________________ (state titles, if any, or Mr./Mrs./Miss) Other Names _________________________ Middle ___________________ Date of birth ____________________ Postal Address _________________________________________________________________________________ Contact telephone _______________________ E‑mail _________________________________________________ _____________________________________________________________________________________________ Name of Bank _________________________________________________________________________________ Branch ________________________________________________ Account number _________________________

Number of units applied for: Value of units applied for: Value of cash/check/bank draft attached:

US$ US$

MANNER OF PAYMENT OF INTEREST

❏ cash at the headquarters of Cellcom ❏ transfer to a local bank ❏ transfer into the Debentureholder’s cellphone If at any time during the term of this Debentureholder desires to select a different manner of payment of interest from among the alternatives provided above, please contact Cellcom. Payor will use reasonable efforts to effect such change within ninety (90) days.

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Declaration:

I/We (the “Debentureholder”) am/are eighteen (18) years of age or older.

The Debentureholder attaches the amount payable in full for the above number of units in Cellcom Telecommunications, Inc. at US$10 per unit.

The Debentureholder agrees to accept the same or any smaller number of debentures in respect of which allotment may be made upon the terms of the Investment Guide, dated November 2009, and subject to the Memorandum and Articles of Association of Cellcom Telecommunications, Inc.

The Debentureholder hereby acknowledge that the Debenture will be delivered to the Purchaser for Gold and Platinum Debentureholders and picked up at Cellcom’s headquarters for all other Debentureholders.

(i) Debentureholder is acquiring the Debenture for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. In no event may this Debenture be transferred until after August 30, 2010.

(ii) Debentureholder will not make any resales or other dispositions of this Debenture by means of any general solicitation or general advertisement.

(iii) Any and all information requested by Debentureholder concerning Payor and this investment has been made available to Debentureholder by Payor, and Debentureholder has had an opportunity to question and receive satisfactory answers from the officers of Payor in connection with Debentureholder’s proposed purchase of this Debenture. Debentureholder has carefully read the Guide, including the Risk Factors set forth therein. Debentureholder acknowledges that while Payor’s management believes the Valuation represents the current value of Payor, there can be no assurance that this valuation is correct.

(iv) Debentureholder has such knowledge and experience in financial and business matters that Debentureholder is capable of evaluating the merits and risks of this investment. Debentureholder is capable of bearing all of the economic risks and burdens of this investment, including the possible loss of all capital contributed by Debentureholder. Debentureholder has no need for liquidity in this investment. Debentureholder has adequate net worth and means of providing for Debentureholder’s current needs and contingencies to sustain a complete loss of Debentureholder’s investment in Payor; Debentureholder’s overall commitment to investments that are not readily marketable is not disproportionate to Debentureholder’s net worth and Debentureholder’s investment in the Debenture will not cause such overall commitment to become excessive.

AGREED TO AND ACCEPTED:

____________________________________

Print Holder’s Name

____________________________________

Signature

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Application Form

Cellcom Telecommunications, Inc.

Private Placement

of

Convertible Debentures

at

US$10 per unit

Payable in Full upon Application

Institutional Applicants (to be completed in block capital letters)

Full Name _____________________________________________________________

Registered Address ______________________________________________________

Postal Address _________________________________________________________

Name of Bank __________________________________________________________

Branch ____________________________ Account number ______________________

Incorporation number _________________________________

Authorized Signatory _________________________________ CORPORATE

SEAL OF

Authorized Signatory _________________________________ APPLICANT

Number of units applied for: Value of units applied for: Value of cash/check/bank draft attached:

US$ US$

MANNER OF PAYMENT OF INTEREST

❏ cash at the headquarters of Cellcom

❏ transfer to a local bank

❏ transfer into the Debentureholder’s cellphone

If at any time during the term of this Debentureholder desires to select a different manner of payment of interest from among the alternatives provided above, please contact Cellcom. Payor will use reasonable efforts to effect such change within ninety (90) days.

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Declaration:

I/We (the “Debentureholder”) am/are eighteen (18) years of age or older.

The Debentureholder attaches the amount payable in full for the above number of units in Cellcom Telecommunications, Inc. at US$10 per unit.

The Debentureholder agrees to accept the same or any smaller number of debentures in respect of which allotment may be made upon the terms of the Investment Guide, dated November 2009, and subject to the Memorandum and Articles of Association of Cellcom Telecommunications, Inc.

(v) The Debentureholder hereby acknowledge that the Debenture will be delivered to the Purchaser for Gold and Platinum Debentureholders and picked up at Cellcom’s headquarters for all other Debentureholders.

(v) Debentureholder is acquiring the Debenture for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. In no event may this Debenture be transferred until after August 30, 2010.

(v) Debentureholder will not make any resales or other dispositions of this Debenture by means of any general solicitation or general advertisement.

(v) Any and all information requested by Debentureholder concerning Payor and this investment has been made available to Debentureholder by Payor, and Debentureholder has had an opportunity to question and receive satisfactory answers from the officers of Payor in connection with Debentureholder’s proposed purchase of this Debenture. Debentureholder has carefully read the Guide, including the Risk Factors set forth therein. Debentureholder acknowledges that while Payor’s management believes the Valuation represents the current value of Payor, there can be no assurance that this valuation is correct.

(v) Debentureholder has such knowledge and experience in financial and business matters that Debentureholder is capable of evaluating the merits and risks of this investment. Debentureholder is capable of bearing all of the economic risks and burdens of this investment, including the possible loss of all capital contributed by Debentureholder. Debentureholder has no need for liquidity in this investment. Debentureholder has adequate net worth and means of providing for Debentureholder’s current needs and contingencies to sustain a complete loss of Debentureholder’s investment in Payor; Debentureholder’s overall commitment to investments that are not readily marketable is not disproportionate to Debentureholder’s net worth and Debentureholder’s investment in the Debenture will not cause such overall commitment to become excessive.

AGREED TO AND ACCEPTED:

_________________________________ _____________________________

Print Holder’s Name Print Holder’s Title

____________________________________

Signature

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Date:

FOR REGISTRAR’S USE ONLY

Convertible Debentures applied for:

________

Convertible Debentures allowed:

________

Amount paid:

________

Check/bank draft no.

________

Official stamp of Receiving Agent

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CONVERTIBLE DEBENTURE

US$__________ __________ ____, ____

Monrovia, Liberia

For value received, Cellcom Telecommunications, Inc., a corporation organized under the laws of the Republic of Liberia (“Payor” or “Cellcom”), promises to pay to the order of

_________________________________________________or its assigns (“Holder”), on or before the Maturity Date, as defined below

the principal sum of _______________________________________________ US Dollars(US$______________________)

(the “Issue Price”) with simple interest on the principal amount as provided below. Interest shall commence with the date hereof and shall continue on the principal until paid in full or this Debenture is redeemed or converted. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. All transactions relating to this Debenture will be in US Dollars.

[signatures here on the certificate]

1. This Debenture (the “Debenture”) is issued as part of a series of similar Debentures (collectively, the “Debentures”) issued or to be issued pursuant to Payor’s Investment Guide dated as of November 2009 (the “Guide”). Capitalized terms not otherwise defined in this Debenture shall have the meaning ascribed to such terms in the Guide.

2. In each year, this Debenture will bear interest at a rate equal to the greater of a guaranteed rate of 10% per annum, payable semi‑annually, or the amount of any dividends payable in such year on the Common Stock of Payor (the “Common Stock”) into which this Debenture is convertible as provided below. In no event, however, will the interest on this Debenture pursuant to this Section 2 exceed 35% of the Issue Price per annum. Interest shall be paid in the manner selected by Holder as indicated on the application form.

3. All principal and accrued but unpaid interest under this Debenture shall be due and payable in full on the fifth (5th) anniversary of the closing hereof (the “Maturity Date”). No later than 30 days prior to the Maturity Date, Payor shall send written notice to Holder requesting Holder to indicate whether Holder elects (i) to require that Payor pay such amount on the Maturity Date (the “Redemption Option”), or (ii) to convert all principal under this Debenture into Common Stock (the “Conversion Option”) at a price per share which values Payor’s equity on a fully‑diluted basis before issuance of the Debentures at US$100 million (the “Valuation”). In the event that Payor has received no response from Holder by the Maturity Date, Payor is authorized to make such election on behalf of Holder. In order for Holder to exercise the Conversion Option, Holder shall surrender the Debenture certificate to Payor at the principal office of Payor, together with written notice that Holder elects to convert all principal hereunder. Payor shall, as soon as practicable after such surrender, issue and deliver to Holder a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled. Conversion of this Debenture shall be subject to any requisite consents of governmental authorities or other third parties. On or before the Maturity Date, Payor will increase the number of authorized Common Shares to 300,000,000 shares, no par value. Following such increase, in the event the Conversion Option is elected, each ten (10) US Dollars (US$10) of principal hereunder shall be convertible into twenty (20) shares of Common Stock, as the same may be adjusted for stock splits, stock dividends and similar recapitalizations.

4. Payor may prepay this Debenture (a) at any time after the first (1st) anniversary hereof, or (b) as provided below, in connection with any sale of all or substantially all of the business of Payor or of any corporation which holds a majority of the outstanding capital stock of Payor (the “Parent”), whether by merger, consolidation, sale of stock or sale of assets (a “Sale Transaction”). The amount required to prepay this Debenture (the “Call Price”) shall be the Issue Price, plus all then accrued but unpaid interest on the Issue Price, plus an amount equal to 10% of the Issue Price. Payor may notify Holder of a planned prepayment pursuant to this Section 4(b) in connection with a Sale Transaction by delivering a notice to Holder (the “Call

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Notice”) at any time within thirty (30) days prior to closing of such transaction. Within ten (10) days after delivery of the Call Notice, Holder shall surrender the Debenture certificate at the principal office of Payor. Payor shall pay the Call Price to Holder within thirty (30) days after closing of the Sale Transaction; provided, that if the Sale Transaction does not occur as scheduled, Payor shall, without prejudice to its rights to prepay this Debenture pursuant to this Section 4 on a future occasion, return this Debenture to Holder and shall have no further obligation to prepay this Debenture. As of the closing of the Sale Transaction, unless there shall be a default in payment of the Call Price, all rights of Holder with respect to this Debenture shall cease, and this Debenture shall not be deemed to be outstanding for any purpose whatsoever.

5. If there shall be any Event of Default hereunder, this Debenture shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an Event of Default:

(a) Payor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(b) An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within sixty (60) days under any bankruptcy statute now or hereafter in effect) or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor; or

(c) If this Debenture has not been converted in accordance with Section 3, Payor fails to pay the principal balance and accrued but unpaid interest of this Debenture on or before the Maturity Date.

6. This Debenture shall be governed by and construed in accordance with the laws of the Republic of Liberia.

7. This Debenture may be transferred only upon its surrender to Payor for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to Payor. Thereupon, this Debenture shall be reissued to, and registered in the name of, the transferee, or a new Debenture for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Debenture. Such payment shall constitute full discharge of Payor’s obligation to pay such interest and principal. Any transferee of this Debenture shall be required, as a condition of such transfer, to make the representations and warranties set forth on the Application Form.

8. Any term of this Debenture (may be amended or waived with the written consent of Payor and the holders of at least 51% of the outstanding principal amount of the Debentures. Upon the effectuation of such waiver or amendment in conformance with this Section 8, Payor shall promptly give written notice thereof to the record Holders of the Debentures who have not previously consented thereto in writing.

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CELLCOM TELECOMMUNICATIONS, INC.By: _____________________________________________

Avi Zaidenberg Chairman

By: _____________________________________________

Avishai Marziano

Chief Executive Officer[CORPORATE SEAL] AGREED TO AND ACCEPTED:

___________________________________________________

Print Holder’s Name

___________________________________________________

Signature

Residence Address: _________________________________

_________________________________

Cellcom

Telephone No: _________________________________

E‑Mail: _________________________________

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